Exhibit 10.6
[LOGO OF CREO APPEARS HERE]
CREO PRODUCTS INC. TEL (000) 000-0000
0000 XXXXXXX XXX, XXXXXXX, X.X. XXXXXX, X0X 0X0 FAX (000) 000-0000
THIS MANAGEMENT NON-COMPETE AGREEMENT MADE AS OF
BETWEEN:
CREO PRODUCTS INC., a company duly incorporated under the laws of Canada,
registered extraprovincially in the Province of British Columbia, and
having an office at 0000 Xxxxxxx Xxx, Xxxxxxx, Xxxxxxx Xxxxxxxx.
(the "Company")
AND
(the "Covenantor")
WITNESSES THAT WHEREAS:
A. The Covenantor is an employee and part of the senior management of the
Company;
B. Certain entities, referred to for convenience as "the Xxxxxxx Xxxxx Group"
have agreed to make an investment in and become shareholders of the Company
on the condition that the Company and the Covenantor enter into the
Agreement; and
C. The Company and The Covenantor agree that it is in their respective best
interests that the Xxxxxxx Sachs Group become shareholders of the Company
and, accordingly, have agreed to enter into this agreement.
THE PARTIES, in consideration of the promises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
agree as follows:
1. The Covenantor agrees that for a period of two years commencing upon the
date (the "Termination Date") upon which he ceases, for any reason
whatsoever, to be an officer, employee or agent of the Company, he will
not:
(a) engage, directly or indirectly, whether as shareholder, director, agent,
officer or employee, in any business that is competitive, directly or
indirectly, with any business carried on by the Company at any time prior
to the Termination Date;
(b) solicit, encourage or suggest to any officer, director, employee, or agent
of the Company or any of its related companies, to leave such office or
employment or otherwise terminate such relationship;
(c) canvass or solicit any business from any person who at any time while the
Covenantor was an officer, employee or agent of the Company or any of its
related companies, has been a client or customer of the Company or any of
its related companies, if to do so would in any way, directly or
indirectly, be detrimental to the business or best interests of the Company
or any of its related companies.
2. This agreement shall be governed by and interpreted in accordance with the
laws of the Province of British Columbia.
The parties, intending to be contractually bound, have executed this agreement
as of the date first set out above.
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Covenantor
CREO PRODUCTS INC.
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Authorized signatory
